After the death of his father, Peepo Dupree, a troubled adolescent, is sent to live with his grandmother in the Caribbean. Weeks, months pass.  Sensing the root of his problem, Mama Tikat gives him her most treasured possession, a Magic Talisman, passed down in their family for generations. However, bored with rural life, Peepo, a gifted musician, sneaks off to perform in the Prelims at Carnival. Dismissing his grandmother's warnings and island taboos as superstitious mumbo jumbo, Peepo takes a shortcut through Limbo Forest which is believed to be haunted by unearthly creatures and spirits ruled by a beautiful and evil sorceress, La Diablesse.  With only the Talisman to protect and guide him, Peepo discovers the magic within himself and learns the hard way that there is more to growing up than just being grown.